HR 3352: HALOS Act of 2025

HR 3352 in plain English: The HALOS Act of 2025 directs the SEC to exempt certain presentations and communications made at startup and angel investor events from Regulation D's ban on general advertising and solicitation, as long as specific conditions are met. Qualifying events must involve more than one company presenting, be sponsored by eligible organizations such as angel investor groups unconnected to broker-dealers, and must not include investment advice or specific securities offering details beyond type, amount, and intended use of proceeds. Virtual versions of these events would be limited to accredited investors, sponsor-affiliated investors, or individuals invited based on relevant experience.

Stated purpose

The bill directs the SEC to update its rules so that startup companies can make presentations at certain events — such as pitch competitions or angel investor forums — without those presentations counting as illegal general advertising under securities law.

Key points

• Exempts startup pitches at qualifying multi-issuer events from SEC advertising and solicitation restrictions under Regulation D
• Event sponsors cannot give investment advice, negotiate deals with attendees, or receive certain fees or compensation
• Presenters may only share the type and amount of securities offered, unsubscribed amount, and intended use of proceeds
• Virtual events must limit online participation to accredited investors, sponsor members, or experience-based invitees
• Exempt events generally cannot be held in facilities owned or operated by religious organizations

Arguments supporters make

• Current rules make it hard for small startups to connect with investors at pitch events, and this bill removes a legal barrier that hurts early-stage businesses most — especially those without expensive legal teams.
• The bill includes meaningful guardrails — sponsors cannot give investment advice, charge hidden fees, or receive broker-like compensation — so investor protection is still built in.
• Startup ecosystems depend on angel investors, incubators, and universities working together; letting these trusted institutions host open pitch events helps more businesses get off the ground and supports job creation.

Arguments opponents make

• Allowing companies to discuss securities offerings at broadly attended events — even with restrictions — could expose ordinary attendees to high-risk investments before they fully understand the dangers, since a one-page disclosure may not be enough protection.
• The line between a permitted presentation and an illegal general solicitation is blurry; critics worry companies or event organizers could exploit the exemption to effectively advertise private securities offerings to the general public.
• Private securities offerings under Regulation D already carry significant fraud risks because they are exempt from normal registration requirements, and loosening advertising rules further could make it easier for bad actors to target unsophisticated investors.

Tradeoffs

The bill makes it easier for startups to raise money by loosening advertising restrictions, but doing so means reducing a safeguard that was designed to keep high-risk, unregistered investments away from the general public; the tension is between expanding access to startup capital and maintaining investor protection.

Current status in Congress: Passed House.

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